The amicable cessation of activity is called voluntary dissolution for a business. The termination of a business' activity requires first dissolution, then liquidation, and finally cancelation of the business.

Voluntary dissolution decision and appointment of a liquidator

The head of the business must convene the shareholders at a general meeting to vote on the dissolution of the business and appoint a liquidator.

The conditions for a quorum and a majority of this vote depend on the legal form of the business:

Declaration of dissolution on the company Formalities Window

In the month following the decision to dissolve of the business and appointment of the liquidator, the amicable liquidator must declare the voluntary dissolution on the site of the company formalities window.

Company Formalities Window

To make this declaration, the liquidator shall forward the following documents:

• Minutes of the meeting which decides on the dissolution with appointment of the liquidator
• Certificate of publication of the decision to dissolve and of the document appointing the liquidator in a legal listing support (Shal)
• Declaration on the honor of non-conviction and parentage (surname and forenames of father and mother) of the liquidator
• Duplex copy of valid national identity card of liquidator

The business is in liquidation at the time the dissolution was decided.

The business is in liquidation from the date of the dissolution decision.

The legal personality of the business remains for the purposes of liquidation, i.e. the business continues to deal on its behalf. The business must include a statement on all letters, invoices, announcements and other publications Business in liquidation and the name of the liquidator under penalty of criminal sanctions.

The liquidator is appointed for 3 years. His term of office shall be renewable. It has the following tasks:

• Sell the movable property and buildings belonging to the company: the goods making up assets of the company may not be sold to the liquidator or his relatives.
• Pay for creditors
• Where there is an available balance, allocate it among the members according to their respective contributions

In the 6 months of appointment, the liquidator shall convene a meeting of members. During this meeting, it reports on the situation of the assets and liabilities of the business and on the continuation of the liquidation operations. It shall also set the time limit for the completion of the winding-up operations.

If he wishes to continue the current activities of the business or to engage in new ones for the purposes of the liquidation, the liquidator must seek the authorization of the partners by bringing them together in a general meeting.

In the 3 months from the end of each financial year, the liquidator shall draw up the annual accounts and a written report in which he shall report on the winding-up operations.

For more information, you can consult our factsheet on the submission of annual accounts.

At the end of the liquidation, the liquidator must convene the members to decide on the liquidation accounts and close the liquidation. The liquidator then proceeds with the delisting of the business.

Summoning of members to decide on the liquidation accounts and recording of the dissolution minutes

At the end of the liquidation, the liquidator convenes the members in a meeting to decide on the final accounts, to give discharge to the liquidator (i.e. to approve his management) and to discharge his mandate.

The meeting also noted the closure of the liquidation.

The winding-up must be closed within 3 years upon dissolution.

If not, the public prosecutor's office or anyone who has an interest (for example, a creditor) may apply to the court for the winding-up of the business.

The settlement accounts shall result in a liquidation bonus or liquidation mali. Where the settlement accounts show a liquidation bonus, an additional step must be taken. Indeed, the liquidation report must be recorded with the company Tax Office (SIE) on which the business depends. The bonus is subject to a tax of 2.5%

When the closing meeting may not deliberate or refuse to approve the accounts of the liquidator, the liquidator or any interested party may bring the matter before the commercial court. It is then the commercial court that decides on the accounts of the liquidator and on the closure of the liquidation in place of the shareholders' meeting.

Publication of a notice of closure of liquidation

Following the meeting for the approval of the settlement accounts, the liquidator shall cause to be published a notice of termination of the liquidation in a legal listing support (Shal).

Business removal

In a period of 1 month from publication on the closure of the liquidation, the amicable liquidator must complete a deletion formality on the site of the company formalities window:

Company Formalities Window

To make this request, the liquidator must file the following documents:

• Minutes of approval of the settlement accounts certified by the liquidator (or the court ruling on the accounts)
• Copy of the final settlement accounts
• Certificate of publication of the notice of closure of winding-up operations in a legal listing support (Shal)
• Tax Certificate (or tax regularity certificate) which proves that the business is in compliance with its tax obligations and that it has paid what it owes. The tax certificate can be obtained from the company Tax Service (SIE) on which the company depends
• Social Attestation (or attestation of vigilance) in the case of employment of employees which proves that the business is up to date with its social declarations. This certificate can be obtained directly online on the Urssaf website. Where the company has no employees, it must apply to the Urssaf for a certificate of company without an employee.

The social certificate is obtained via the Internet at one of the following sites:

• On the website of the Urssaf

Create your Urssaf space (account) online

• On the adherent space of net-company.fr

To get the request forcertificate of company without an employee, the company that does not have a Urssaf account must contact the Urssaf. This certificate of company without an employee shall be issued within 15 days by post to the head office of the company.

The disappearance of the business is enforceable against third parties after completion of the formalities for the cancelation of the business. For example, they can no longer claim their claims.

In addition, the deletion of the business is mentioned in National company Register (NRS).

The cessation of business activity requires contacts with the tax authorities and social agencies.

Tax returns

Reporting of results

The statement of profit or loss shall be drawn up by the liquidator within 60 days from the date of cessation of activity.

This date corresponds to the date of approval of the final settlement accounts drawn up by the liquidator.

Declaration and payment of value added tax (VAT)

The liquidator must teletransmit in EDI or EFI a final VAT return.

The approach varies depending on whether the company is subject to normal real speed or at simplified real regime VAT.

Payroll tax

If you are subject to payment of the payroll tax (TS), you must complete the annual declaration of liquidation and regularization of the TS (Form No 2502) at one of the following times:

• within 60 days of cessation of activity
• and, by 15 January of the following year

This form must be sent to the tax department in mode EDI or EFI.

Payroll tax - Annual declaration of settlement and adjustment

Territorial Economic Contribution (TEC)

It is composed of company value added tax (VAAC) and the company property tax (CFE).

Business Value Added Tax (VAAC)

Only companies with more than €500,000 HT: titleContent must pay the CVAE.

• Declaration of added value and employees (form n°1330-SD-CVAE)

Declaration of added value and employees - form n°1330-CVAE-SD

• Declaration of liquidation and regularization (form n°1329-DEF)

Declaration of liquidation and regularization of CVAE - form n°1329-DEF

The obligation to declare and pay the advance payments and the balance of the CVAE is done in mode EDI or EFI.

Company Property Tax (CFE)

The CFE is due annually depending on the situation on 1^er January of the year.

In the event of termination in the course of the year, the EWC remains established for the entire year.

However, when the business receives its tax assessment, it can request the companies Tax Office (SIE) by complaint reduction of its contribution in proportion to your working time.

The business can use the secure messaging available in its business area of the tax site.

Social Declarations

The leader must complete a registered social declaration with the payroll of the employees for the last month of activity.

The DSN device will then be automatically informed of the cessation of activity.

Nominative Social Declaration (DSN)

The leader has no further steps to take.

The Self-Employed Social Declaration (ISD) has been deleted.

The online tax return form (form #2042) includes a specific ‘social’ strand called self-employed person's tax return. It is used to calculate contributions and personal social contributions. These elements are automatically transmitted to the Urssaf.

Indeed, the annual income tax return concerning the last fiscal year is made with the tax services which now transmit the income of the manager (as self-employed) to the Urssaf.

Provisional contributions will then be adjusted on the basis of the actual income of the year concerned.